Corporate Governance

The Board has a good mix of healthcare experience and professional management. Decision-making is decentralized, with accountability and freedom to operate.

Under the leadership and supervision of the Board assisted by a qualified and experienced team of professionals in the fields of production, research and development, marketing, HR, finance, purchase and administration, Medicianz Healthcare has successfully integrated its operations.

All major decisions are made globally after consultation with experienced professionals in their specific areas of activity. Decisions and execution are targeted to derive value addition in everything that the company does.
Operations are conducted with utmost financial discipline. The management follows up to ensure that trust in employees is reciprocated with fairness in all dealings.

All decisions are taken in the interest of shareholders. The Board and management are aware and conscious of the interests of minority shareholders and do everything to enhance shareholder value in totality.

Committees of directors are to be appointed to focus on specific areas. Medicianz Healthcare is going through a process of transformation in a professional environment.

Code of Conduct for board members and senior management

Introduction

This code of Conduct ("this Code") shall be called "The Code of Conduct for Board Members and Senior Management Personnel" of Medicianz Healthcare(hereinafter referred to as "the Company").

The purpose of this code is to enhance further an ethical and transparent process in managing the affairs of the Company.

Applicability

This code shall be applicable to the following persons

All whole-time Directors including the Chairman of the Company.

All part-time Directors.

All Senior Management Personnel.

Conflicts of Interest

The Directors and senior management should be scrupulous in avoiding 'conflicts of interest' with the Company. This is an area in which it is impossible to provide comprehensive guidance, but the guiding principle is that any event, activity or situation involving conflict or potential conflict of interest must be disclosed to the Board for guidance and appropriate action.

Honest and Ethical Conduct

The Directors and senior management shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct and use their powers of office, in good faith and in the best interests of the Company as a whole.

Corporate Opportunities

The Directors and senior management owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are expressly prohibited from improper use of information or property or, taking improper advantage of their position.

Confidentiality

The Directors and senior management shall maintain the confidentiality of information of the Company or that of any customer, supplier or business associate of the Company to which the Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or the disclosure of which might be harmful to the company or its Associates. The use of confidential information for his/ her own advantage or profit is also prohibited.

Protection and proper use of company's assets

The Directors and senior management should protect the company's assets and property. The company's assets should be used only for legitimate business purposes.

Compliance with laws, rules and regulations

The Directors and senior management shall endeavor to ensure compliance with all applicable laws, rules, and regulations applicable to the Company. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without complying with the Code of Conduct for Prohibition of Insider Trading.

Compliance with code of conduct

All Directors and senior management personnel shall adhere to this code of conduct and affirm compliance with the code on an annual basis, as per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Violation of this Code will lead to appropriate action.

The duties of independent directors shall be to

Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company

Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company

Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member

Participate constructively and actively in the committees of the Board in which they are chairpersons or members

Strive to attend the general meetings of the company

Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting

Keep themselves well informed about the company and the external environment in which it operates

Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board

Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company

Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use

Report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy

Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees

Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law